As filed with the Securities and Exchange Commission on July 25, 2011
 Registration No. 333-
    UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM S-8
 REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
 RXi PHARMACEUTICALS CORPORATION
 (Exact name of registrant as specified in its charter)
 Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    20-8099512
(I.R.S. Employer
Identification No.)
 60 Prescott Street
Worcester, Massachusetts 01605
(Address of principal executive offices)
 
 RXi Pharmaceuticals Corporation Amended and Restated 2007 Incentive Plan
(Full title of the plan)
 
 Mark J. Ahn, Ph.D.
President and Chief Executive Officer
RXi Pharmaceuticals Corporation
60 Prescott Street
Worcester, Massachusetts 01605
 (508) 767-3861
 Copy to:
 Dale E. Short
TroyGould PC
1801 Century Park East, Suite 1600
Los Angeles, California 90067
(310) 553-4441
 
 Indicate by check mark (ü) whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
 o Large accelerated filer
    
    o Accelerated filer
    
    o Non-accelerated filer
    
    þ Smaller reporting company(Do not check if a smaller reporting company)
 CALCULATION OF REGISTRATION FEE
 Title of each class of securities to
    
    
    Amount to be
    
    
    Proposed maximum
    
    
    Proposed maximum
    
    
    Amount ofbe registered
    
    
    registered (1)
    
    
    offering price per share
    
    
    aggregate offering price
    
    
    registration feeCommon stock, par value $0.0001 per
share (2)
    
    
    170,000 shares(2)
    
    
    $1.28(2)
    
    
    $217,600(2)
    
    
    $25.27Common stock, par value $0.0001 per
share
    
    
    1,830,000 shares(3)
    
    
    $1.25(3)
    
    
    $2,287,500(3)
    
    
    $265.59Total
    
    
    2,000,000 shares
    
    
    
    
    
    
    
    
    $290.86
 
 (1)
    
    Pursuant to Rule 416(a) of the Securities Act of 1933, this Registration Statement
also covers such additional shares of common stock as may become issuable under the RXi
Pharmaceuticals Corporation Amended and Restated 2007 Incentive Plan in the event of a
stock split, stock dividend, recapitalization or other similar change in the common stock.(2)
    
    Represents shares issuable upon the exercise of outstanding options under the Plan.
The proposed maximum offering price per share and maximum aggregate offering price for
these shares were estimated pursuant to Rule 457(h) of the Securities Act on the basis of
the exercise price of such options of $1.28 per share.(3)
    
    Represents shares reserved for issuance pursuant to future awards under the Plan.
The proposed maximum offering price per share and maximum aggregate offering price were
estimated pursuant to Rule 457(c) of the Securities Act of 1933 on the basis of the $1.25
average of the high and low sale prices of Registrants common stock as reported on The
NASDAQ Capital Market on July 18, 2011.




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EXPLANATORY NOTE
  2




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PART II
 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 Item 8. Exhibits
  4.1
    
    RXi Pharmaceuticals Corporation Amended and Restated 2007 Incentive Plan
(incorporated by reference to Annex A to RXi Pharmaceuticals Corporations Proxy
Statement on Schedule 14A filed on April 23, 2010 (file No. 001-33958)).4.2
    
    Amendment to RXi Pharmaceuticals Corporation Amended and Restated 2007
Incentive Plan (incorporated by reference to Annex A to RXi Pharmaceuticals
Corporations Proxy Statement on Schedule 14A filed on May 31, 2011 (file No.
001-33958)).5.1
    
    Opinion of TroyGould PC.23.1
    
    Consent of BDO USA, LLP, independent registered public accounting firm.23.2
    
    Consent of Lohman Company, PLLC.23.3
    
    Consent of TroyGould PC (included in the opinion filed as Exhibit 5.1).24.1
    
    Power of Attorney (included on the signature page of this registration statement).
 II-1




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##### 



SIGNATURES
  RXi PHARMACEUTICALS CORPORATIONBy:
    /s/ Mark J. AhnMark J. AhnPresident and Chief Executive Officer POWER OF ATTORNEY
   Signature
    
    Title
    
    Date/s/ Mark J. Ahn

Mark J. Ahn
    
    President and Chief Executive
Officer (Principal Executive
Officer) and Director
    
    July 25, 2011/s/ Robert E. Kennedy

Robert E. Kennedy
    
    Chief Financial Officer
(Principal Financial and
Accounting Officer)
    
    July 25, 2011/s/ Sanford J. Hillsberg

Sanford J. Hillsberg
    
    Director
    
    July 25, 2011/s/ Richard Chin

Richard Chin
    
    Director
    
    July 25, 2011/s/ Steven S. Galliker

Steven S. Galliker
    
    Director
    
    July 25, 2011/s/ Steven S. Kriegsman

Steven S. Kriegsman
    
    Director
    
    July 25, 2011/s/ Rudolph Nisi

Rudolph Nisi
    
    Director
    
    July 25, 2011
 II-2




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EXHIBIT INDEX
  4.1
    
    RXi Pharmaceuticals Corporation Amended and Restated 2007 Incentive Plan
(incorporated by reference to Annex A to RXi Pharmaceuticals Corporations Proxy
Statement on Schedule 14A filed on April 23, 2010 (file No. 001-33958)).4.2
    
    Amendment to RXi Pharmaceuticals Corporation Amended and Restated 2007
Incentive Plan (incorporated by reference to Annex A to RXi Pharmaceuticals
Corporations Proxy Statement on Schedule 14A filed on May 31, 2011 (file No.
001-33958)).5.1
    
    Opinion of TroyGould PC.23.1
    
    Consent of BDO USA, LLP, independent registered public accounting firm.23.2
    
    Consent of Lohman Company, PLLC.23.3
    
    Consent of TroyGould PC (included in the opinion filed as Exhibit 5.1).24.1
    
    Power of Attorney (included on the signature page of this registration statement).